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Removal Of Director

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ABOUT Removal Of Director

Section 169 of the Companies Act 2013 deal with removal of a director and states that a company can remove a director before the tenure of his office by passing an ordinary resolution, unless he has been appointed as a director by the Tribunal under section 242 of the Act of 2013 after providing him a reasonable opportunity of being heard. However, a company cannot remove a director if he has been appointed under the principle of proportional representation under section 163. Thus, under the 2013 Act, a company can remove a director only in a general meeting by passing an ordinary resolution and if he has not been appointed as a director under the principle of proportional representation or under section 163. Further, a special notice is required for removal of a director and such director is entitled to attend the general meeting and is eligible to be heard on the resolution at the meeting.

A director is to vacate office if he remains absent from all the board meetings held during 12 months. Thus, a director to keep his position alive shall have to attend the board meeting once in a year compulsorily under the Companies Act ,2013. Otherwise, this would be adequate ground to disqualify for removal of a director.


Hire new talent on board

With the growth of business, strategies and alliances are developed, that requires inputs of each department are required for effective planning. Also, with an addition of the new product line or department, an expert to lead the team can be hired in a managerial position being director of the company. This benefits the company with specialization and focused efforts.

Inability to work by existing directors

The existing directors may be unable to serve the company after a certain period due to retirement or other personal reasons. Whether it is a resignation by the director or his death, the company needs to make sure that its work is unaffected. It needs to process for both discontinuations by director and appointment of a new director if any.

Minimum Requirements

Public Company
Minimum 3 directors all time

One Person Company
Minimum 1 director all time


Frequently Asked Questions

Yes, a director can voluntarily resign. The notice of resignation must be served to company stating reason of resignation. Also, the resigning director needs to file a form for intimation to MCA about his resignation from company.

In order to remove a director from a Company, the directors shall conduct a meeting of members for their consent after serving special notice in this regard. The exiting director must be given an opportunity to represent his grounds

Once the director has filed his resignation with the company and MCA, it is the responsibility of the company to intimate the change to MCA. The requisite e-form is required to be filed within 30 days from the resignation. Further, the vacancy of the director is also required to be filled as per the requirement.

No, even after the end of the tenure as director, a person can hold the shares in the company. However, if the shares in the company are subscribed as a condition to appointment as provided by AoA, the shares are also required to be disposed of in the manner provided in AoA.

The shares of the company shall be transferred by way of executing the Share Transfer deed and by affixing the stamps as per the rates mentioned in the Stamp Act of the concerned State after the change.


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